UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition |
On October 31, 2019, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter and fiscal year ended September 30, 2019. A copy of Eagle’s earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
Exhibit |
Description | |||
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EAGLE MATERIALS INC. | ||
By: |
/s/ D. Craig Kesler | |
D. Craig Kesler | ||
Executive Vice President – Finance and Administration and Chief Financial Officer |
Date: October 31, 2019
EXHIBIT 99.1
Contact at 214-432-2000
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Michael R. Haack President and CEO D. Craig Kesler Executive Vice President & CFO Robert S. Stewart Executive Vice President |
News For Immediate Release
EAGLE MATERIALS REPORTS RECORD SECOND QUARTER EPS UP 12%
ON RECORD REVENUE UP 9%
DALLAS, TX (October 31, 2019) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the second quarter of fiscal 2020 ended September 30, 2019. Notable items for the quarter are highlighted below (unless otherwise noted, all comparisons are with the prior years fiscal second quarter):
Second Quarter Fiscal 2020 Results
| Record second quarter revenue of $414.5 million, up 9% |
| Record second quarter net earnings per diluted share of $1.72, up 12% |
| The second quarter impact of costs related to the Companys planned separation of its businesses was $2.7 million (pre-tax), or $0.05 per diluted share |
Commenting on the second quarter results, Michael Haack, President and CEO, said, We are proud to have achieved record revenue and net earnings per share for the second quarter of our fiscal year 2020. Our second quarter performance was driven mostly by increased cement shipments, cost control initiatives and strong operational execution, as we capitalized on the robust underlying demand across our geographic footprint. Notably, our Cement sales volume was up 14% to a record 1.8 million tons. Market demand for our Wallboard also remained healthy when adjusted for buying activity ahead of our Wallboard price increase last year. The outlook for the remainder of the year continues to be positive. Demand for our building materials and construction products is supported by a number of favorable market dynamics including ongoing growth in jobs, high consumer confidence and low interest rates.
Mr. Haack concluded, Our low-cost operations continued to generate strong cash flow, which we are investing to further improve our operational efficiency and low-cost position, while at the same time we continued to repurchase shares in line with our capital allocation strategy. During the first half of our fiscal year, we purchased approximately 3.6 million shares, or 8% of our outstanding shares, and we returned more than $320 million to shareholders, through a combination of share repurchases and dividends.
Segment Results
Heavy Materials: Cement, Concrete and Aggregates
Revenue in the Heavy Materials sector, which includes Cement, Concrete and Aggregates and Joint Venture and intersegment Cement revenue, was $282.6 million, a 22% increase from the second quarter of fiscal 2019. Heavy Materials operating earnings improved 20% to $73.8 million primarily because of increased sales volume and net sales prices.
Cement revenue for the quarter, including Joint Venture and intersegment revenue, was up 18% to $227.0 million, reflecting improved sales volume and net sales prices. Cement sales volume for the quarter was a record 1.8 million tons, up 14% versus the prior year. The average net sales price for the quarter improved 2% to $109.35 per ton.
Operating earnings from Cement were a record $66.5 million, 16% above the same quarter a year ago. The earnings improvement was primarily due to higher sales volume and net sales prices.
Concrete and Aggregates revenue for the second quarter was $55.6 million, an increase of 42%. Second quarter operating earnings were $7.3 million, a 77% increase, reflecting record Concrete sales volume, improved Concrete sales prices and the financial results of a recently acquired small concrete and aggregates business.
Light Materials: Gypsum Wallboard and Paperboard
Revenue in the Light Materials sector, which includes Gypsum Wallboard and Paperboard, declined slightly from the prior year, as improved sales volume was offset by lower pricing. Gypsum Wallboard sales volume was 681 million square feet (MMSF), up approximately 8%, while the average Gypsum Wallboard net sales price declined 10% to $148.16 per MSF.
Paperboard sales volume for the quarter also increased, up 9% to a record 86,000 tons. The average Paperboard net sales price was $475.98 per ton, down 6% from the prior year, consistent with the pricing provisions in our long-term sales agreements.
Operating earnings were $48.6 million in the sector, a decline of 11%, reflecting improved Wallboard and Paperboard sales volume offset by lower net sales prices. Operating costs during the quarter declined primarily due to lower recycled fiber costs.
Oil and Gas Proppants
Revenue in the Oil and Gas Proppants segment was down 41% to $14.0 million. This decline resulted from a 34% decrease in average Frac Sand sales prices and an 11% decline in Frac Sand sales volume. The second quarter operating loss of $5.5 million included $3.8 million of depreciation, depletion and amortization.
Planned Separation of Heavy Materials and Light Materials Businesses
As previously announced on May 30, 2019, the Company plans to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations by means of a tax-free spin-off to Eagle shareholders. We continue to anticipate that the separation will be completed in the first half of calendar 2020. The Company also previously announced it is actively pursuing alternatives for its Oil and Gas Proppants business.
2
Details of Financial Results
We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the Joint Venture). We use the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Ventures revenue and operating earnings, which is consistent with the way management organizes the segments within the Company for making operating decisions and assessing performance.
In addition, for segment reporting purposes, we report intersegment revenue as a part of a segments total revenue. Intersegment sales are eliminated on the income statement. Refer to Attachment 3 for a reconciliation of these amounts.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Portland Cement, Gypsum Wallboard and Recycled Gypsum Paperboard, and Concrete, Sand and Aggregates from more than 75 facilities across the US. Eagles corporate headquarters is in Dallas, Texas.
EXPs senior management will conduct a conference call to discuss the financial results, forward looking information and other matters at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on Thursday, October 31, 2019. The conference call will be webcast simultaneously on the EXP website, eaglematerials.com. A replay of the webcast and the presentation will be archived on the website for one year.
###
3
Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations. These statements are not historical facts or guarantees of future performance but instead represent only the Companys belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Companys control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Companys actual performance include the following: the cyclical and seasonal nature of the Companys business; public infrastructure expenditures; adverse weather conditions; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; availability of raw materials; changes in energy costs including, without limitation, natural gas, coal and oil; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; material nonpayment or non-performance by any of our key customers; fluctuations in activity in the oil and gas industry, including the level of fracturing activities and the demand for frac sand; inability to timely execute announced capacity expansions; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change regulation); possible outcomes of pending or future litigation or arbitration proceedings; changes in economic conditions specific to any one or more of the Companys markets; competition; a cyber-attack or data security breach; announced increases in capacity in the gypsum wallboard, cement and frac sand industries; changes in the demand for residential housing construction or commercial construction; risks related to pursuit of acquisitions, joint ventures and other transactions; general economic conditions; and interest rates. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) could affect the revenue and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Companys result of operations. Finally, the proposed separation of our Heavy Materials and Light Materials businesses into two independent, publicly traded corporations is subject to various risks and uncertainties, and may not be completed on the terms or timeline currently contemplated, or at all. These and other factors are described in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2019 and subsequent quarterly and annual reports upon filing. These reports are filed with the Securities and Exchange Commission. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Companys expectations.
For additional information, contact at 214-432-2000.
Michael R. Haack
Chief Executive Officer
D. Craig Kesler
Executive Vice President and Chief Financial Officer
Robert S. Stewart
Executive Vice President, Strategy, Corporate Development and Communications
Attachment 1 Statement of Consolidated Earnings
Attachment 2 Revenue and Earnings by Lines of Business
Attachment 3 Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue
Attachment 4 Consolidated Balance Sheets
Attachment 5 Depreciation, Depletion and Amortization by Lines of Business
4
Eagle Materials Inc.
Attachment 1
Eagle Materials Inc.
Statement of Consolidated Earnings
(dollars in thousands, except per share data)
(unaudited)
Quarter Ended September 30, |
Six Months Ended September 30, |
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2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenue |
$ | 414,526 | $ | 381,499 | $ | 785,123 | $ | 775,255 | ||||||||
Cost of Goods Sold |
310,020 | 283,568 | 605,288 | 585,690 | ||||||||||||
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Gross Profit |
104,506 | 97,931 | 179,835 | 189,565 | ||||||||||||
Equity in Earnings of Unconsolidated JV |
12,357 | 10,173 | 21,789 | 19,424 | ||||||||||||
Corporate General and Administrative Expenses |
(13,458 | ) | (9,922 | ) | (34,712 | ) | (17,925 | ) | ||||||||
Litigation Settlements and Losses |
| | | (1,800 | ) | |||||||||||
Other Non-Operating Income |
942 | 428 | 1,142 | 999 | ||||||||||||
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Earnings before Interest and Income Taxes |
104,347 | 98,610 | 168,054 | 190,263 | ||||||||||||
Interest Expense, net |
(10,137 | ) | (6,817 | ) | (18,983 | ) | (13,449 | ) | ||||||||
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Earnings before Income Taxes |
94,210 | 91,793 | 149,071 | 176,814 | ||||||||||||
Income Tax Expense |
(22,417 | ) | (19,190 | ) | (35,974 | ) | (37,872 | ) | ||||||||
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Net Earnings |
$ | 71,793 | $ | 72,603 | $ | 113,097 | $ | 138,942 | ||||||||
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EARNINGS PER SHARE |
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Basic |
$ | 1.73 | $ | 1.54 | $ | 2.65 | $ | 2.93 | ||||||||
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Diluted |
$ | 1.72 | $ | 1.53 | $ | 2.63 | $ | 2.90 | ||||||||
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AVERAGE SHARES OUTSTANDING |
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Basic |
41,572,127 | 47,219,532 | 42,714,896 | 47,453,655 | ||||||||||||
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Diluted |
41,833,775 | 47,563,818 | 42,985,715 | 47,853,472 | ||||||||||||
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5
Eagle Materials Inc.
Attachment 2
Eagle Materials Inc.
Revenue and Earnings by Lines of Business
(dollars in thousands)
(unaudited)
Quarter Ended September 30, |
Six Months Ended September 30, |
|||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Revenue* |
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Heavy Materials: |
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Cement (Wholly Owned) |
$ | 190,422 | $ | 163,609 | $ | 353,977 | $ | 318,955 | ||||||||
Concrete and Aggregates |
55,564 | 39,243 | 94,965 | 79,752 | ||||||||||||
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245,986 | 202,852 | 448,942 | 398,707 | |||||||||||||
Light Materials: |
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Gypsum Wallboard |
128,660 | 129,609 | 255,384 | 272,024 | ||||||||||||
Gypsum Paperboard |
25,923 | 25,572 | 51,608 | 53,358 | ||||||||||||
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154,583 | 155,181 | 306,992 | 325,382 | |||||||||||||
Oil and Gas Proppants |
13,957 | 23,466 | 29,189 | 51,166 | ||||||||||||
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Total Revenue |
$ | 414,526 | $ | 381,499 | $ | 785,123 | $ | 775,255 | ||||||||
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Segment Operating Earnings |
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Heavy Materials: |
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Cement (Wholly Owned) |
$ | 54,169 | $ | 47,374 | $ | 80,858 | $ | 75,457 | ||||||||
Cement (Joint Venture) |
12,357 | 10,173 | 21,789 | 19,424 | ||||||||||||
Concrete and Aggregates |
7,255 | 4,100 | 11,689 | 9,584 | ||||||||||||
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73,781 | 61,647 | 114,336 | 104,465 | |||||||||||||
Light Materials: |
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Gypsum Wallboard |
38,456 | 45,671 | 76,388 | 96,151 | ||||||||||||
Gypsum Paperboard |
10,095 | 8,609 | 20,039 | 18,603 | ||||||||||||
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48,551 | 54,280 | 96,427 | 114,754 | |||||||||||||
Oil and Gas Proppants |
(5,469 | ) | (7,823 | ) | (9,139 | ) | (10,230 | ) | ||||||||
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Sub-total |
116,863 | 108,104 | 201,624 | 208,989 | ||||||||||||
Corporate General and Administrative Expense |
(13,458 | ) | (9,922 | ) | (34,712 | ) | (17,925 | ) | ||||||||
Litigation Settlements and Losses |
| | | (1,800 | ) | |||||||||||
Other Non-Operating Income |
942 | 428 | 1,142 | 999 | ||||||||||||
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Earnings before Interest and Income Taxes |
$ | 104,347 | $ | 98,610 | $ | 168,054 | $ | 190,263 | ||||||||
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* | Net of Intersegment and Joint Venture Revenue listed on Attachment 3 |
6
Eagle Materials Inc.
Attachment 3
Eagle Materials Inc.
Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue
(unaudited)
Sales Volume | ||||||||||||||||||||||||
Quarter Ended September 30, |
Six Months Ended September 30, |
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2019 | 2018 | Change | 2019 | 2018 | Change | |||||||||||||||||||
Cement (M Tons): |
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Wholly Owned |
1,529 | 1,339 | +14 | % | 2,847 | 2,614 | +9 | % | ||||||||||||||||
Joint Venture |
249 | 218 | +14 | % | 481 | 454 | +6 | % | ||||||||||||||||
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1,778 | 1,557 | +14 | % | 3,328 | 3,068 | +8 | % | |||||||||||||||||
Concrete (M Cubic Yards) |
428 | 290 | +48 | % | 738 | 609 | +21 | % | ||||||||||||||||
Aggregates (M Tons) |
1,060 | 1,013 | +5 | % | 1,859 | 1,869 | -1 | % | ||||||||||||||||
Gypsum Wallboard (MMSF) |
681 | 629 | +8 | % | 1,341 | 1,339 | 0 | % | ||||||||||||||||
Paperboard (M Tons): |
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Internal |
33 | 31 | +6 | % | 66 | 63 | +5 | % | ||||||||||||||||
External |
53 | 48 | +10 | % | 101 | 98 | +3 | % | ||||||||||||||||
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86 | 79 | +9 | % | 167 | 161 | +4 | % | |||||||||||||||||
Frac Sand (M Tons) |
356 | 398 | -11 | % | 763 | 764 | 0 | % |
Average Net Sales Price* | ||||||||||||||||||||||||
Quarter Ended September 30, |
Six Months Ended September 30, |
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2019 | 2018 | Change | 2019 | 2018 | Change | |||||||||||||||||||
Cement (Ton) |
$ | 109.35 | $ | 107.56 | +2 | % | $ | 109.51 | $ | 108.12 | +1 | % | ||||||||||||
Concrete (Cubic Yard) |
$ | 107.69 | $ | 103.72 | +4 | % | $ | 105.94 | $ | 102.64 | +3 | % | ||||||||||||
Aggregates (Ton) |
$ | 9.25 | $ | 9.38 | -1 | % | $ | 9.42 | $ | 9.55 | -1 | % | ||||||||||||
Gypsum Wallboard (MSF) |
$ | 148.16 | $ | 165.01 | -10 | % | $ | 149.53 | $ | 162.73 | -8 | % | ||||||||||||
Paperboard (Ton) |
$ | 475.98 | $ | 508.17 | -6 | % | $ | 492.71 | $ | 520.36 | -5 | % |
* | Net of freight and delivery costs billed to customers. |
Intersegment and Cement Revenue | ||||||||||||||||
Quarter Ended September 30, |
Six Months Ended September 30, |
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2019 | 2018 | 2019 | 2018 | |||||||||||||
Intersegment Revenue: |
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Cement |
$ | 6,703 | $ | 4,073 | $ | 10,956 | $ | 8,251 | ||||||||
Concrete and Aggregates |
407 | 501 | 784 | 832 | ||||||||||||
Paperboard |
15,924 | 15,705 | 32,939 | 33,052 | ||||||||||||
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$ | 23,034 | $ | 20,279 | $ | 44,679 | $ | 42,135 | |||||||||
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Cement Revenue: |
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Wholly Owned |
$ | 190,422 | $ | 163,609 | $ | 353,977 | $ | 318,955 | ||||||||
Joint Venture |
29,888 | 25,479 | 57,393 | 52,743 | ||||||||||||
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$ | 220,310 | $ | 189,088 | $ | 411,370 | $ | 371,698 | |||||||||
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7
Eagle Materials Inc.
Attachment 4
Eagle Materials Inc.
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
September 30, | March 31, 2019* |
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2019 | 2018 | |||||||||||
ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
$ | 53,684 | $ | 10,002 | $ | 8,601 | ||||||
Accounts and Notes Receivable, net |
182,689 | 174,550 | 128,722 | |||||||||
Inventories |
241,599 | 238,869 | 275,194 | |||||||||
Federal Income Tax Receivable |
| 5,924 | 5,480 | |||||||||
Prepaid and Other Assets |
9,083 | 7,751 | 9,624 | |||||||||
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Total Current Assets |
487,055 | 437,096 | 427,621 | |||||||||
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Property, Plant and Equipment, net |
1,456,059 | 1,624,738 | 1,426,939 | |||||||||
Investments in Joint Venture |
71,662 | 60,482 | 64,873 | |||||||||
Operating Lease Right of Use Asset |
63,526 | | | |||||||||
Notes Receivable |
6,436 | 3,144 | 2,898 | |||||||||
Goodwill and Intangibles |
230,770 | 237,738 | 229,115 | |||||||||
Other Assets |
10,703 | 16,314 | 17,717 | |||||||||
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$ | 2,326,211 | $ | 2,379,512 | $ | 2,169,163 | |||||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Accounts Payable |
$ | 77,656 | $ | 92,479 | $ | 80,884 | ||||||
Accrued Liabilities |
69,304 | 62,223 | 61,949 | |||||||||
Operating Lease Liabilities |
11,315 | | | |||||||||
Current Portion of Senior Notes |
36,500 | | 36,500 | |||||||||
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Total Current Liabilities |
194,775 | 154,702 | 179,333 | |||||||||
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Long-term Liabilities |
35,371 | 31,099 | 34,492 | |||||||||
Non-current Lease Liabilities |
56,586 | | | |||||||||
Bank Credit Facility |
585,000 | 250,000 | 310,000 | |||||||||
Private Placement Senior Unsecured Notes |
| 36,500 | | |||||||||
4.500% Senior Unsecured Notes due 2026 |
345,426 | 344,757 | 345,092 | |||||||||
Deferred Income Taxes |
98,298 | 129,851 | 90,759 | |||||||||
Stockholders Equity |
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Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued |
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Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 41,625,996; 47,189,378 and 45,117,393 Shares, respectively |
416 | 472 | 451 | |||||||||
Capital in Excess of Par Value |
2,990 | 7,752 | | |||||||||
Accumulated Other Comprehensive Losses |
(3,248 | ) | (3,900 | ) | (3,316 | ) | ||||||
Retained Earnings |
1,010,597 | 1,428,279 | 1,212,352 | |||||||||
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Total Stockholders Equity |
1,010,755 | 1,432,603 | 1,209,487 | |||||||||
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$ | 2,326,211 | $ | 2,379,512 | $ | 2,169,163 | |||||||
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* | From audited financial statements |
8
Eagle Materials Inc.
Attachment 5
Eagle Materials Inc.
Depreciation, Depletion and Amortization by Lines of Business
(dollars in thousands)
(unaudited)
The following table presents Depreciation, Depletion and Amortization by lines of business for the quarters ended September 30, 2019 and 2018:
Depreciation, Depletion and Amortization | ||||||||
Quarter Ended September 30, |
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2019 | 2018 | |||||||
Cement |
$ | 13,868 | $ | 12,746 | ||||
Concrete and Aggregates |
2,754 | 2,052 | ||||||
Gypsum Wallboard |
5,147 | 5,201 | ||||||
Paperboard |
2,203 | 2,128 | ||||||
Oil and Gas Proppants |
3,803 | 9,851 | ||||||
Corporate and Other |
598 | 348 | ||||||
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$ | 28,373 | $ | 32,326 | |||||
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9